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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 3, 2016
TRANSOCEAN LTD.
(Exact name of registrant as specified in its charter)
Switzerland
000-53533
98-0599916
(State or other jurisdiction of
incorporation or organization)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
10 Chemin de Blandonnet
1214 Vernier, Geneva
Switzerland
CH-1214
(Address of principal executive offices)
(zip code)
Registrant’s telephone number, including area code: +41 (22) 930-9000
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions ( see General Instruction A.2. below):
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 7.01.Regulation FD Disclosure
On October 3, 2016, Transocean Ltd. (the “Company”) announced that the harsh-environment, ultra-deepwater floater, the
Transocean Barents , was awarded a 15-month contract with Suncor Energy. The estimated contract backlog, excluding mobilization,
is $119 million. The Transocean Barents is expected to commence operations offshore Canada in the third quarter of 2017.
The Company also announced on October 3, 2016, that Reliance Industries Ltd. has elected to exercise its contractual option to
terminate the contract for the ultra-deepwater drillship Discoverer India , effective December 2016, prior to its expiration in January
2021. In accordance with the contract, the Company will be compensated by Reliance and its partners for the early termination
through a lump-sum payment of approximately $160 million.
Copies of the press releases announcing the 15-month contract for the Transocean Barents and the early termination notice for the
Discoverer India are being furnished herewith as Exhibits 99.1 and 99.2, respectively, and are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
Exhibit No.
Description
99.1
Press Release Announcing 15-Month Contract for Transocean Barents
99.2
Press Release Announcing Early Termination Notice for Discoverer India
The statements described in this Form 8-K and referenced press release that are not historical facts are forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These
statements contain words such as "possible," "intend," "will," "if," "expect" or other similar expressions. Forward-looking statements
are based on management’s current expectations and assumptions, and are subject to inherent uncertainties, risks and changes in
circumstances that are difficult to predict. As a result, actual results could differ materially from those indicated in these
forward-looking statements. Factors that could cause actual results to differ materially include, but are not limited to, estimated
duration of customer contracts, contract dayrate amounts, future contract commencement dates and locations, planned shipyard
projects, timing of the company’s newbuild deliveries, operating hazards and delays, risks associated with international operations,
actions by customers and other third parties, the future prices of oil and gas, the intention to scrap certain drilling rigs and other
factors, including those and other risks discussed in the company's most recent Annual Report on Form 10-K for the year ended
December 31, 2015, and in the company's other filings with the SEC, which are available free of charge on the SEC's website at
www.sec.gov. Should one or more of these risks or uncertainties materialize (or the other consequences of such a development
worsen), or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or expressed or
implied by such forward-looking statements. All subsequent written and oral forward-looking statements attributable to the company
or to persons acting on our behalf are expressly qualified in their entirety by reference to these risks and uncertainties. You should not
place undue reliance on forward-looking statements. Each forward-looking statement speaks only as of the date of the particular
statement, and we undertake no obligation to publicly update or revise any forward-looking statements to reflect events or
circumstances that occur, or which we become aware of, after the date hereof, except as otherwise may be required by law. All
non-GAAP financial measure reconciliations to the most comparative GAAP measure are displayed in quantitative schedules on the
company’s website at www.deepwater.com.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
TRANSOCEAN LTD.
Date: October 3, 2016
By
/s/ Daniel Ro-Trock
Daniel Ro-Trock
Authorized Person
Index to Exhibits
Exhibit
NumberDescription
99.1Press Release Announcing 15-Month Contract for Transocean Barents
99.2Press Release Announcing Early Termination Notice for Discoverer India
EXHIBIT 99.1
TRANSOCEAN LTD. ANNOUNCES 15-MONTH CONTRACT FOR
TRANSOCEAN BARENTS
ZUG, SWITZERLAND—October 3, 2016—Transocean Ltd. (NYSE: RIG) announced today
that the Transocean Barents , a harsh-environment, ultra-deepwater floater, has been
awarded a 15-month contract with Suncor Energy at a dayrate of $260,000. The estimated
contract backlog, excluding mobilization, is $119 million. The rig is expected to commence
operations offshore Canada in the third quarter of 2017.
About Transocean
Transocean is a leading international provider of offshore contract drilling services for oil and
gas wells. The company specializes in technically demanding sectors of the global offshore
drilling business with a particular focus on deepwater and harsh environment drilling services,
and believes that it operates one of the most versatile offshore drilling fleets in the world.
Transocean owns or has partial ownership interests in, and operates a fleet of 58 mobile
offshore drilling units consisting of 29 ultra-deepwater floaters, seven harsh-environment
floaters, four deepwater floaters, eight midwater floaters and 10 high-specification jackups. In
addition, the company has five ultra-deepwater drillships and five high-specification jackups
under construction or under contract to be constructed.
For more information about Transocean, please visit: www.deepwater.com.
Forward-Looking Statements
The statements described in this press release that are not historical facts are forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. These statements contain
words such as "possible," "intend," "will," "if," "expect," or other similar expressions.
Forward-looking statements are based on management’s current expectations and
assumptions, and are subject to inherent uncertainties, risks and changes in circumstances that
are difficult to predict. As a result, actual results could differ materially from those indicated in
these forward-looking statements. Factors that could cause actual results to differ materially
include, but are not limited to, estimated duration of customer contracts, contract dayrate
amounts, future contract commencement dates and locations, planned shipyard projects and
other out-of-service time, sales of drilling units, timing of the company’s newbuild deliveries,
operating hazards and delays, risks associated with international operations, actions by
customers and other third parties, the future prices of oil and gas, the intention to scrap certain
drilling rigs, the benefits, effects or results of the anticipated merger with Transocean Partners
LLC, the failure to obtain Transocean Partners LLC unitholder approval for the merger and the
satisfaction of other conditions to the consummation of the merger and other factors, including
those and other risks discussed in the company's most recent Annual Report on Form 10-K for
the year ended December 31, 2015, and in the company's other filings with the SEC, which are
available free of charge on the SEC's website at: www.sec.gov. Should one or more of these
risks or uncertainties materialize (or the other consequences of such a development worsen),
or should underlying assumptions prove incorrect, actual results may vary materially from
those indicated or expressed or implied by such forward-looking statements. All subsequent
written and oral forward-looking statements attributable to the
company or to persons acting on our behalf are expressly qualified in their entirety by
reference to these risks and uncertainties. You should not place undue reliance on
forward-looking statements. Each forward-looking statement speaks only as of the date of the
particular statement, and we undertake no obligation to publicly update or revise any
forward-looking statements to reflect events or circumstances that occur, or which we become
aware of, after the date hereof, except as otherwise may be required by law. All non-GAAP
financial measure reconciliations to the most comparative GAAP measure are displayed in
quantitative schedules on the company’s website at: www.deepwater.com.
This press release, or referenced documents, do not constitute an offer to sell, or a solicitation
of an offer to buy, any securities, and do not constitute an offering prospectus within the
meaning of article 652a or article 1156 of the Swiss Code of Obligations. Investors must rely
on their own evaluation of Transocean and its securities, including the merits and risks
involved. Nothing contained herein is, or shall be relied on as, a promise or representation as
to the future performance of Transocean.
Analyst Contacts:
Bradley Alexander
+1 713-232-7515
Diane Vento
+1 713-232-8015
Media Contact:
Pam Easton
+1 713-232-7647
EXHIBIT 99.2
TRANSOCEAN LTD. RECEIVES EARLY TERMINATION NOTICE ON
THE DISCOVERER INDIA
ZUG, SWITZERLAND—October 3, 2016—Transocean Ltd. (NYSE: RIG) announced today
that Reliance Industries Ltd. (Reliance) has elected to exercise its contractual option to
terminate the contract for the ultra-deepwater drillship Discoverer India , effective December
2016, prior to its expiration in January 2021. In accordance with the contract, Transocean will
be compensated by Reliance and its partners for the early termination through a lump-sum
payment of approximately $160 million.
About Transocean
Transocean is a leading international provider of offshore contract drilling services for oil and
gas wells. The company specializes in technically demanding sectors of the global offshore
drilling business with a particular focus on deepwater and harsh environment drilling services,
and believes that it operates one of the most versatile offshore drilling fleets in the world.
Transocean owns or has partial ownership interests in, and operates a fleet of 58 mobile
offshore drilling units consisting of 29 ultra-deepwater floaters, seven harsh-environment
floaters, four deepwater floaters, eight midwater floaters and 10 high-specification jackups. In
addition, the company has five ultra-deepwater drillships and five high-specification jackups
under construction or under contract to be constructed.
For more information about Transocean, please visit: www.deepwater.com.
Forward-Looking Statements
The statements described in this press release that are not historical facts are forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. These statements contain
words such as "possible," "intend," "will," "if," "expect," or other similar expressions.
Forward-looking statements are based on management’s current expectations and
assumptions, and are subject to inherent uncertainties, risks and changes in circumstances that
are difficult to predict. As a result, actual results could differ materially from those indicated in
these forward-looking statements. Factors that could cause actual results to differ materially
include, but are not limited to, estimated duration of customer contracts, contract dayrate
amounts, future contract commencement dates and locations, planned shipyard projects and
other out-of-service time, sales of drilling units, timing of the company’s newbuild deliveries,
operating hazards and delays, risks associated with international operations, actions by
customers and other third parties, the future prices of oil and gas, the intention to scrap certain
drilling rigs, the benefits, effects or results of the anticipated merger with Transocean Partners
LLC, the failure to obtain Transocean Partners LLC unitholder approval for the merger and the
satisfaction of other conditions to the consummation of the merger and other factors, including
those and other risks discussed in the company's most recent Annual Report on Form 10-K for
the year ended December 31, 2015, and in the company's other filings with the SEC, which are
available free of charge on the SEC's website at: www.sec.gov. Should one or more of these
risks or uncertainties materialize (or the other consequences of such a development worsen),
or should underlying assumptions prove incorrect, actual results may vary materially from
those indicated or expressed or implied by such
forward-looking statements. All subsequent written and oral forward-looking statements
attributable to the company or to persons acting on our behalf are expressly qualified in their
entirety by reference to these risks and uncertainties. You should not place undue reliance on
forward-looking statements. Each forward-looking statement speaks only as of the date of the
particular statement, and we undertake no obligation to publicly update or revise any
forward-looking statements to reflect events or circumstances that occur, or which we become
aware of, after the date hereof, except as otherwise may be required by law. All non-GAAP
financial measure reconciliations to the most comparative GAAP measure are displayed in
quantitative schedules on the company’s website at: www.deepwater.com.
This press release, or referenced documents, do not constitute an offer to sell, or a solicitation
of an offer to buy, any securities, and do not constitute an offering prospectus within the
meaning of article 652a or article 1156 of the Swiss Code of Obligations. Investors must rely
on their own evaluation of Transocean and its securities, including the merits and risks
involved. Nothing contained herein is, or shall be relied on as, a promise or representation as
to the future performance of Transocean.
Analyst Contacts:
Bradley Alexander
+1 713-232-7515
Diane Vento
+1 713-232-8015
Media Contact:
Pam Easton
+1 713-232-7647